CLO SAAS TERMS OF SERVICE

These Terms of Service provide the terms and conditions pursuant to which CLO, Inc. (“CLO”) makes its subscription service available to customers. The service enables customers to manage their operational regulatory and compliance matters (the “Solution”).

1. By using the Service (as defined below) in any way, including using any of the services or functionality made available or enabled via the CLO website (the “Site”) or our applications (“Applications,” collectively with the Site and Solution, the “Service”), the organization for which the Services are used (“Customer”) agrees to these Terms of Service. The person registering with CLO represents that he or she has the authority to bind Customer to these Terms. CLO makes the Service available only if Customer has agreed to pay a fee and created or received a username and password or other log-in ID and password (“Log-In Information”). Certain parts of the Service may also be subject to posted guidelines, rules or terms (“Additional Terms”). If there is any conflict between these Terms of Service and the Additional Terms, the Additional Terms take precedence in relation to the applicable parts of the Service. These Terms of Service, and any applicable Additional Terms, are referred to herein as the “Terms” or the “Agreement.” CLO may change the Terms from time to time at its sole discretion, and if CLO makes any material changes, CLO will notify Customer by sending an email to the last email address Customer provided and/or by posting notice of the change on the Site. Any material changes to these Terms will be effective upon the earlier of thirty (30) calendar days following dispatch of an email notice to Customer or thirty (30) calendar days following posting of notice of the changes on the Site. These changes will be effective immediately for new users of the Service. CLO may require Customer to provide consent to the updated Terms in a specified manner before further use of the Service is permitted. Otherwise, Customer’s continued use of the Service after the effective date of the new Terms constitutes Customer’s acceptance of the changes.

2. DEFINITIONS. As used in this Agreement:

2.1 “Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Authorized Licenses to access the Service through its Authorized Licenses. 

2.2 “Affiliate” means, as to a particular party, an entity or person that is controlled by, controls, or is under common control with, such party. The term “control” (or the like) shall mean the power to elect a majority of the board of directors or other governing group of an entity or the power to direct management of an entity, whether, in each case, through the ownership of voting securities, by contract, or otherwise. 

2.3 “Authorized License” means the right for a single state licensed facility of Customer to access the Service pursuant to this Agreement. 

2.4 “Customer Content” means any content developed or provided by Customer and uploaded to the Service. 

2.5 “Documentation” means the technical materials provided by CLO to Customer in electronic form that describe the features, functionality or operation of the Service. 

2.6 “Effective Date” means the date specified on the Order Form. 

2.7 “Error” means a reproducible failure of the Service to substantially conform to the Documentation. 

2.8 “Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark, trade dress or service mark rights; (c) trade secret rights; (d) patents, inventions, patent rights, and industrial property rights; (e) other layout design rights, design rights, and other similar proprietary rights of every kind and nature; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world. 

2.9 “Order Form” means a document, either physical or electronic, signed by both parties identifying the services and fees to be made available by CLO pursuant to this Agreement.

3. CLO SERVICE

3.1 Subscription to the Service. Subject to the terms and conditions of this Agreement, CLO hereby grants to Customer and its Affiliates, during the term of this Agreement, a non-sublicensable, non-transferable, nonexclusive subscription to access and use the Service through the number of Authorized Licenses set forth in the applicable Order Form and in accordance with the limitations set forth herein and in the Order Form (the “Subscription”).

3.2 Access. Subject to Customer’s payment of the Subscription fees set forth in the applicable Order Form (the “Subscription Fees”), CLO will provide Customer with access to the Service during the term of this Agreement. On or as soon as reasonably practicable after the Effective Date, CLO shall provide to Customer the necessary setup materials to establish the Access Protocols in order to allow Customer to access the Service in accordance with this Agreement. Customer shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify CLO promptly of any such unauthorized use known to Customer.

3.3 Onboarding Services. Subject to Customer’s payment of the fees for Onboarding Services set forth in the applicable Order Form (the “Onboarding Fees”), CLO will provide onboarding assistance to the Customer for the purpose of initiating use of the Services (the “Onboard Services”). The Onboard Services will exclusively include those services set forth in the Order Form.

3.4 Authorized Licenses. Customer may access and use the features and functions of the Service provided such use is through the Authorized Licenses as contemplated by this Agreement. If Customer wishes to add additional Authorized Licenses, Customer may order such additional usage permissions at any time by submitting a new Order Form detailing the number of additional user permissions.

3.5 Limitations. Customer will not, and will not permit any user or other party to: (a) knowingly interfere with or disrupt the integrity or performance of the Service or the data contained therein; (b) harass or interfere with another CLO customer’s use and enjoyment of the Service; (c) reverse engineer, disassemble or decompile any component of the Service; (d) interfere in any manner with the operation of the Service, or the hardware and network used to operate the Service; (e) sublicense any of Customer’s rights under this Agreement, or otherwise use the Service for the benefit of a third party or to operate a service bureau; (f) modify, copy or make derivative works based on any part of the Service; or (g) otherwise use the Service in any manner that exceeds the scope of use permitted under this Agreement.

3.6 Support. Subject to the terms of this Agreement, CLO shall use commercially reasonable efforts to (a) maintain the security of the Service; and (b) provide CLO’s standard support.

4. OWNERSHIP

4.1 CLO Technology. Customer acknowledges that CLO retains all right, title and interest in and to the Service, Documentation and all CLO proprietary information and technology and all software provided to Customer by CLO in connection with the Service (the “CLO Technology”), and that the CLO Technology is protected by Intellectual Property Rights owned by or licensed to CLO. Other than as expressly set forth in this Agreement, no license or other rights in the CLO Technology are granted to Customer. Customer hereby grants to CLO a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including users, to the extent such provided items specifically relate to the Service. CLO shall not identify Customer as the source of any such feedback.

4.2 Customer Content. The Customer Content hosted by CLO as part of the Service, and all worldwide Intellectual Property Rights therein, is the exclusive property of Customer. Customer hereby grants to CLO a non-exclusive, worldwide, royalty-free and fully paid license (a) to use the Customer Content as necessary for purposes of providing the Service to Customer and (b) to use the Customer trademarks, service marks, and logos as required to provide the Service to Customer. All rights in and to the Customer Content not expressly granted to CLO in this Agreement are reserved by Customer.

5. FEES AND EXPENSES; PAYMENTS

5.1 Fees. In consideration for the access rights granted to Customer and the services performed by CLO under this Agreement (including Onboard Services), Customer will pay to CLO the fees set forth in the applicable Order Form. In the event that Customer wishes to increase the number of Authorized Licenses beyond the maximum number of Authorized Licenses for which fees have been paid, Customer shall be required to pay additional fees associated with the increased number of Authorized Licenses, prorated for the remainder of the term. Except as otherwise provided in the applicable Order Form, all fees are due and payable to CLO within ten (10) days of receipt of invoice. CLO shall be entitled to (in addition to any other rights or remedies CLO may have) discontinue the Service and remaining Onboard Services and suspend all Authorized Licenses and all users’ and Customer’s access to the Service if any fees are overdue until such amounts are paid in full.

5.2 Taxes. The fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on CLO’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of access to the Service to Customer. Customer will make all payments of fees to CLO free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of fees to CLO will be Customer’s sole responsibility, and Customer will provide CLO with official receipts issued by the appropriate taxing authority, or such other evidence as CLO may reasonably request, to establish that such taxes have been paid. Notwithstanding the foregoing, if Customer is required by any government taxing authority to withhold from any payment due to CLO under the Agreement an amount representing taxes imposed on CLO, Customer shall be permitted to pay such withholding taxes and deduct them from the payment owed to CLO, shall inform CLO in writing of the same, and shall provide CLO with such reasonable information in Customer’s possession as CLO may request in connection with its dealings with government authorities regarding such taxes. Customer shall indemnify and defend CLO in connection with any proceedings brought by any taxing authorities in connection with this Agreement.

5.3 Audit. CLO shall have the right to audit and collect data from the Service at any time, without notice, to determine the number of Authorized Licenses, systems and devices using the Service, and use such information for Company’s business purposes. Without limiting the foregoing, throughout the Term of this Agreement, Company will have the right to collect, and Customer acknowledges that the Service will gather, data regarding the use of the Service. Customer acknowledges that the Service may cease to operate if Company does not receive such data, and that Company will use such data to determine (a) Customer’s compliance with the terms and conditions herein and (b) the number of Authorized Licenses (and unauthorized uses) for invoicing purposes. Customer will not alter, or interfere with the transmission of, such data. Customer agrees to cooperate with Company in the performance of any audit conducted pursuant to this Agreement, and shall provide to Company access to Customer’s relevant systems, records, data, information, personnel and/or facilities as Company may reasonably request.

6. CUSTOMER CONTENT AND RESPONSIBILITIES

6.1 Customer Warranty. Customer represents and warrants to CLO that any Customer Content hosted by CLO as part of the Service shall not (a) infringe, misappropriate or violate any Intellectual Property Rights, publicity/privacy rights, law or regulation; (b) be deceptive, defamatory, obscene, pornographic or unlawful; (c) contain any viruses, worms or other malicious computer programming codes intended to damage, surreptitiously intercept or expropriate any system, data or personal or personally identifiable information; or (d) otherwise violate the rights of a third party. CLO is not obligated to back up any Customer Content; the Customer is solely responsible for creating backup copies of any Customer Content at Customer’s sole cost and expense. Customer agrees that any use of the Service contrary to or in violation of the representations and warranties of Customer in this section constitutes unauthorized and improper use of the Service.

6.2 Customer Responsibility for Data and Security. Customer shall have access to the Customer Content and shall be responsible for all changes it or its users make to and/or deletions of Customer Content and the security of all passwords and other Access Protocols required in order the access the Service, which are in the custody of Customer or which Customer has made available to its users. Customer shall have the ability to export Customer Content out of the Service and is encouraged to make its own back-ups of the Customer Data. CLO and its third-party suppliers and partners shall not make any changes to the Customer Content, and Customer shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content.

7. WARRANTIES AND DISCLAIMERS

7.1 Mutual Representations and Covenants. CLO and Customer each agree to comply in all material respects with all applicable laws, rules and regulations, including, but not limited to, those relating to anticorruption, anti-money laundering and competition in connection with such its performance under this Agreement. CLO and Customer represents and warrants to the other that (i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; and (ii) that this Agreement, when agreed to and delivered, will constitute a valid and binding obligation of the parties and will be enforceable against the parties in accordance with its terms.

7.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, SOFTWARE, SYSTEMS AND DOCUMENTATION, AND ANY OTHER SERVICES OR PRODUCTS PROVIDED BY CLO ARE PROVIDED “AS IS,” AND CLO MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE SERVICES, SOFTWARE, SYSTEMS OR DOCUMENTATION (IN WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO CUSTOMER BY CLO. CLO DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OR PERFORMANCE OF THE SERVICE SHALL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER. 8. LIMITATION OF LIABILITY 8.1 Limitation of Liability. EXCEPT FOR BREACH OFCONFIDENTIALITY UNDER SECTION 9 ORINFRINGEMENT OF THE OTHERPARTY’S INTELLECTUALPROPERTY RIGHTS, NEITHERPARTY SHALL BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, FINES OR PENALTIES, COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES, SOFTWARE OR TECHNOLOGY, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON THE BASIS OF WHICH ANY CLAIM FOR DAMAGES IS BROUGHT, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT OR STATUTE, EVEN IF THE PARTY SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS FOR INFRINGEMENT OF INTELLECTUAL PROPERTY, EACH PARTY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE OFFERINGS PROVIDED HEREUNDER SHALL NOT EXCEED THE AGGREGATE AMOUNT OF FEES AND PAYMENTS PAID TO CLO BY CUSTOMER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY UNDER THIS AGREEMENT.

8.2 Basis of the Bargain. The parties agree that the limitations of liability set forth in this section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.

9. CONFIDENTIALITY

9.1 Confidential Information. During the term of this Agreement, each party (the “Disclosing Party”) may provide the other party (the “Receiving Party”) with certain information regarding the Disclosing Party’s business, technology, products, or services or other confidential or proprietary information (collectively, “Confidential Information”). The Disclosing Party will mark all Confidential Information in tangible form as “confidential” or “proprietary” or with a similar legend, and identify all Confidential Information disclosed orally as confidential at the time of disclosure and provide a written summary of such Confidential Information within thirty (30) days after such oral disclosure. Regardless of whether so marked or identified, the Service and Documentation and all enhancements and improvements thereto will be considered Confidential Information of CLO, and the Customer Content will be considered Confidential Information of Customer.

9.2 Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to those users (with respect to Customer) or to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to CLO). In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party shall provide to the Disclosing Party a written affidavit certifying compliance with this sentence.

9.3 Exceptions. The confidentiality obligations set forth in this section will not apply to any information that (a) becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure; or (d) the Receiving Party can prove, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law, regulation or by the order of a court or similar judicial or administrative body, provided that the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.

10. INDEMNIFICATION

10.1 By CLO. CLO will indemnify, defend and hold Customer harmless from any third-party claims, suits, losses, costs and expenses (including reasonable attorneys’ fees) arising out of or related to: (1) any claim that the Service or Documentation infringes, misappropriates or violates the Intellectual Property Rights of any third party; or (2) the gross negligence, recklessness or intentional misconduct of CLO. Separate from the indemnity obligations above, if any portion of the Service becomes, or in CLO’s opinion is likely to become, the subject of a claim of infringement, CLO may, at CLO’s option: (a) procure for Customer the right to continue using the Service; (b) replace the Service with non-infringing software or services which do not materially impair the functionality of the Service; (c) modify the Service so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused fees actually paid by Customer to CLO for the remainder of the term then in effect, and upon such termination, Customer will immediately cease all use of the Service and Documentation. Notwithstanding the foregoing, CLO shall have no obligation under this section or otherwise with respect to any infringement claim based upon (x) any use of the Service not in accordance with this Agreement or as specified in the Documentation; (y) any use of the Service in combination with other products, equipment, software or data not supplied by CLO, where such combination is the basis for the infringement claim; or (z) any modification of the Service by any person other than CLO or its authorized agents, provided that the Service would not be infringing had the Service, as applicable, not been modified by such third person. This subsection states the sole and exclusive remedy of Customer and the entire liability of CLO, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.

10.2 By Customer. Customer will indemnify, defend and hold CLO harmless from any third party claims, suits, losses, costs and expenses (including reasonable attorneys’ fees) arising out of or related to: (1) any claim that the Service infringes such third party’s intellectual property rights, if such alleged infringement arises, in whole or in part, due to modification of the Service by Customer, on Customer’s behalf, or upon Customer’s request or direction, or if such alleged infringement arises, in whole or in part, due to combination or integration of the Service with hardware, software and/or technology not supplied by CLO hereunder, if such infringement would have been avoided by use of the Service absent such combination or integration; or (2) the gross negligence, recklessness or intentional misconduct of Customer. Notwithstanding the foregoing, Customer shall not settle any claim unless such settlement completely and forever releases CLO from all liability with respect to such claim or unless CLO provides its prior written consent to such settlement, and further provided that CLO shall have the right, at its option, to defend itself against any such claim or to participate in the defense thereof by counsel of its own choice. 10.3 Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party shall promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party shall have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party shall cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.

11. TERM AND TERMINATION

11.1 Term. This Agreement and any Subscription purchased hereunder commences on the Effective Date and remains in effect for one (1) month, unless otherwise specified in an Order Form (the “Subscription Term”). This Agreement and any Subscription purchased hereunder shall be automatically renewed for consecutive one (1) month terms unless either party provides written notice to the other of its intention not to renew at least thirty (30) days prior to the expiration of the then-current term. At the end of each Subscription Term your Subscription will automatically renew on the first day following the end of such period and continue for an additional subscription period, at CLO’s then-current price for such Subscription. You agree that your account will be subject to this automatic renewal feature unless you cancel your Subscription thirty (30) days prior to the effective date of the renewed Subscription Term. By subscribing, you authorize CLO to charge you now using your selected payment method, and again at the beginning of any subsequent Subscription Term. Upon renewal of your subscription, if CLO does not receive payment, (i) you agree to pay all amounts due on your account upon demand, and/or (ii) you agree that CLO may either terminate or suspend your Subscription and continue to attempt to charge you using your selected payment method (and any replacement payment method, if any, you obtain) until payment is received (upon receipt of payment, your account will be activated and for purposes of automatic renewal, your new Subscription Term begin as of the day payment was received)

11.2 Termination. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.

11.3 Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all rights and obligations of both parties, including all licenses granted hereunder, shall immediately terminate; (b) within ten (10) days after the effective date of termination, each party shall comply with the obligations to return all Confidential Information of the other party, as set forth in the section titled Confidentiality; and (c) within ten (10) days after the effective date of termination, CLO shall discontinue all use of Customer Content and destroy all copies of Customer Content in its possession. The sections and subsections titled Definitions, Limitations, Ownership, Warranties and Disclaimers, Limitation of Liability, Confidentiality, Indemnification, Effect of Termination, and Miscellaneous will survive expiration or termination of this Agreement for any reason.

12. MISCELLANEOUS

12.1 Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Colorado, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. The parties hereby expressly consent to the exclusive personal jurisdiction and venue in the state and federal courts of Colorado. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The laws of the jurisdiction where Customer is located may be different from Colorado law. Customer shall always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Service or Documentation. 12.2 Export. Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from CLO, or any products utilizing such data, in violation of the United States export laws or regulations. 

12.3 Severability. If any provision of this Agreement is ruled invalid or unenforceable for any reason by a court of competent jurisdiction, such provision shall be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in this Agreement shall not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of this Agreement invalid or unenforceable whatsoever. 

12.4 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 

12.5 Remedies. Except as provided in the section titled Indemnification, the parties’ rights and remedies under this Agreement are cumulative. The parties acknowledge that the Service and Documentation, and the Customer Content contain valuable trade secrets and proprietary information, that any actual or threatened breach of the sections titled Intellectual Property or Confidentiality or any other breach by a party of its obligations with respect to Intellectual Property Rights of the other party will constitute immediate, irreparable harm to the other party for which monetary damages would be an inadequate remedy. In such case, the harmed party will be entitled to immediate injunctive relief without the requirement of posting bond, including an order that the Service, Documentation, Customer Content or any portions thereof, that the other party attempts to import into any country or territory be seized, impounded and destroyed by customs officials. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.

12.6 No Assignment. Neither party shall assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement to any Affiliate, or in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without the consent of the other party. The terms of this Agreement shall be binding upon the parties and their respective successors and permitted assigns. 

12.7 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible. 

12.8 Independent Contractors. The parties hereto are independent contractors. Nothing in this Agreement will be deemed to create an agency, employment, partnership, fiduciary, or joint venture relationship between the parties. Neither party is the representative of the other party for any purpose and neither party has the power or authority as agent, employee, or in any other capacity to represent, act for, bind, or otherwise create or assume any obligation on behalf of the other party for any purpose whatsoever. 

12.9 Notices. Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party at the address listed on the Order Form by e-mail, courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered mail, any such notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark. If delivered by courier or express mail service, any such notice shall be considered to have been given on the delivery date reflected by the courier or express mail service receipt. If delivered by email, any such notice shall be considered to have been given on the date received. Each party may change its address for receipt of notice by giving notice of such change to the other party. 

12.10 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and CLO.

CANNA LEARN ONLINE TERMS OF SERVICE

1. 1. 1. Service Description and Scope

CannaLearnOnline’s services include online courses, training modules, webinars, and learning management tools tailored specifically for the cannabis industry. These services are designed to provide comprehensive educational resources in compliance with state-specific cannabis regulations.

1. 1. 2. Definitions

“Course Content” refers to the educational material provided in CannaLearnOnline’s courses.

“Learning Modules” are distinct units of course content designed to facilitate specific learning objectives.

“Training Compliance” refers to adherence to state and federal regulations relevant to cannabis industry education.

“Educational Resources” include any supplementary materials provided as part of CannaLearnOnline’s educational services.

1. 1. 3. Usage Rights and Restrictions

Users are permitted to use, copy, and distribute course materials exclusively for personal and educational purposes. Commercial use or redistribution is strictly prohibited.

The online interactive features such as forums, quizzes, and discussion boards are to be used in a manner consistent with educational purposes and respectful communication.

Policies on course completion, certification, and recertification are aligned with state-specific cannabis regulations, ensuring that users meet all necessary compliance standards.

1. 1. 4. Compliance with Cannabis Regulations
      4. CannaLearnOnline acknowledges the dynamic nature of cannabis laws and regulations at both state and federal levels. Users are responsible for ensuring their compliance with the current laws and regulations.
      5.  

The educational content provided by CannaLearnOnline serves as guidance and should not be considered legal advice.

1. 1. 5. Intellectual Property

CannaLearnOnline maintains strict protections over its proprietary educational content, including copyrights and trademarks. Users are granted a limited license to use course materials for personal, non-commercial purposes only.

Any unauthorized use of course materials and proprietary information is strictly prohibited.

1. 1. 6. User Data and Privacy

CannaLearnOnline’s terms now include detailed policies covering the collection, use, storage, and sharing of user data. Emphasis is placed on maintaining privacy and security standards.

Special attention is given to handling sensitive information related to cannabis business operations, ensuring confidentiality and compliance with applicable privacy laws.

1. 1. 7. Subscription Models and Payment Terms

The service offers different subscription plans with specific payment terms and access levels detailed in this section.

Policies regarding subscription renewal, cancellation, and refunds are explicitly outlined.

1. 1. 8. Liability and Disclaimers

Liability clauses have been adjusted to reflect the unique risks associated with the cannabis industry and online education.

CannaLearnOnline’s liability is limited to providing current and accurate educational content, within the bounds of standard industry practice.

1. 1. 9. Customer Support and Service Availability

The scope of customer support services and their availability is clearly defined.

CannaLearnOnline guarantees a certain level of platform uptime, with policies in place for technical issues and maintenance.

1. 1. 10. Termination and Refund Policies

Conditions under which users or CannaLearnOnline may terminate the service agreement are stated.

Detailed information on refund or payment obligations related to course enrollment and completion is provided.

1. 1. 11. Dispute Resolution

Dispute resolution clauses are tailored to suit the cannabis industry and comply with Colorado’s legal jurisdiction.

1. 1. 12. Amendments and Notifications

A procedure for updating the terms of service in response to regulatory changes in the cannabis industry is established.

Methods for notifying users of significant amendments to the terms are specified.

Please ensure that these updates are reviewed and adjusted as needed to align with legal requirements and the specific needs of CannaLearnOnline.